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HomeMy WebLinkAboutAgreement_General_12/12/2019_Ferguson Enterprises, LLCVILLAGE OF TEQUESTA AGREEMENT FOR WATER METER FITTINGS AND WATER LINE ACCESSORIES THIS AGREEMENT FOR WATER METER FITTINGS AND WATER LINE A C C E S S O RI E S is entered into and effective this 12 day of December, 2019, by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469-0273, organized and existing in accordance with the laws of the State of Florida, hereinafter "the Village"; and FERGUSON ENTERPRISES, LLC, a Foreign Limited Liability Company, with offices located at 1950 NW 18th Street, Pompano Beach, Florida 33069; hereinafter "the Contractor," and collectively with the Village, "the Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide for the purchase of water meter fittings and water line accessories for use in the water distribution system. The Parties agree to enter into this Agreement and piggyback for the purchase of water meter fittings and water line accessories for use in the water distribution system at the unit prices described in the City of Deerfield Beach Contract, awarded through ITB 2018-19/12. Said contract, including its terms, conditions, and specifications, are hereby fully incorporated into this Agreement and is attached hereto as Exhibit "A". Authorization to piggyback on the contract and amendments are hereby fully incorporated into this Agreement and is attached hereto as Exhibit "B". 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the unit prices provided in Exhibit "A". 3. TERM; TERMINATION; NOTICE: Pursuant to the City of Deerfield Beach Contract, the original contract term will expire on March 5, 2022. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. Notice shall be considered sufficient when sent by certified mail or hand delivered to the Parties during regular business hours at the following addresses: Village Contractor Village of Tequesta Ferguson Enterprises, LLC 345 Tequesta Drive 1950 NW 18th Street Tequesta, FL 33469-0273 Pompano Beach, FL 33069 Attn: Utilities Director Attn: Drew Petonick, Sales Representative 4. INSURANCE: The Contractor shall provide proof of workman's compensation insurance and liability insurance in such amounts as are specified in Exhibit "A" and shall name the Village as an "additional insured" on the liability portion of the insurance policy. 5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of services under this Agreement. Nothing contained in this provision shall be construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. 6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six (36) months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. 7. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agrees that this Agreement is not a contract for employment and that no relationship of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by reason of the performance of the services herein provided. 8. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All- parties doing business with the Village shall fully cooperate with the inspector general in the Page 2 of 6 exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 9. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. 10. FORCE MAJEURE: The Contractor shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions. 11. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 12. AMENDMENTS & ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and required insurance certificates constitute the entire Agreement between both parties; no modifications shall be made to this Agreement unless in writing, agreed to by both parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the . provision of services called for in this Agreement without prior written consent of the Village. 13. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records Page 3 of 6 associated with this Agreement or associated with the performance of the work described in Scope of Services are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor transfers 'all public records to the Village upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT lmewilliamsAteguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 16. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 17. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 18. WAIVER: No waiver by the Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Village's consent to or approval of any act requiring the Village's consent or approval of any act by the Page 4 of 6 Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 19. ENTIRE AGREEMENT: This six (6) page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. [remainder of page left intentionally blank] Page 5 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: ENTERPRISES, LLC S,Yxlrx� 0,1 be���F ©� g►Il 3flsnd(t By: VjiDiam S. Brundage, Managing Member (Corporate Seal) VILLAGE OF TEQUESTA / , ATTEST: y: A igail ennan, Mayor Lori McWilliams, MMC Village Clerk Page 6 of 6 -SE CRETARIAL, C ERT tlh AUVIORIZAVONN. -1116J ; . ,e—a-d,ta. -y,qf, Fergu�ni LteypHscs, a VirgifliAlifPited -trtIVXJ Odbvctrtifies; that. -ciipj, n.i. I'Salesmn any�s�. Board, -or. Dircetors -erkcti- -fuly P ve. S.0, leery , Inc fud*I bg,th6,Asslstant::Secretaiy, to o d . d0lgnatb." a4d.-I 1161, by do:.�designate: Drow Petonick- represe 61 Tit iv of: the ,qpmpanY qpre p4jra4dsub `t-Vi4-.4ndP`TOPq$aI`St the dadu"Wlits,:�,a-nd (6 'exec' ttc:such gm docttrneiltg:aid Utider.Wke, all -sfttih. may be'Acemed "hr, fl,k bog hitere-stpf-1he-Company, including the exquidon,of bonchi,-.�ud.!in dbingso, to'contraptu' . Ily � hid . the Coriip4b UMwss Y withdr-wV11:80oner, -thig-'CV41 Of-authorizatibnshall'. be.e'ttective:unt"J.uiy,-,3 1.102 10. FIERGUSONNILINTERPIA). 14S''LLC' By., PAL 'le&-R-- A Wc'$ tc�� colhniali.w th-'OVIT8in Va City oiie�iirl Neves Sworn to subseri.bed and acknowledged, before-,nid 2019 by wesl . cy. dart'" a -er-gu LLC'.,aVITginia,C Company; on beWfbfsuth Company, tvIY conlInIssion,expitmt'Slily ..3 1; .2022 EXHIBIT A RESOLUTION NO.2019/024 A RESOLUTION OF THE CITY COMMISSION OF THE CI DEERFIELD BEACH, FLORIDA, APPROVING THE AWARD 2018-19/12 WATER METER FITTINGS AND WATER ACCESSORIES, TO FERGUSON ENTERPRISES, INC., FOR WATERWORKS, INC., CORE & MAIN LP, LEHMAN P PLUMBING SUPPLY CO., AND EMPIRE PIPE AND S COMPANY, INC., ("AWARDEES") FOR THE PURCHASE OF METER FITTINGS AND WATER LINE ACCESSORIES FOR THE WATER DISTRIBUTION SYSTEM; AUTHORIZING EXECUTION OF CONTRACTS WITH THE AWARDEES; PRO FOR AN EFFECTIVE DATE TV OF OF ITB LINE TILINE IPE & UPPLY WATER USE IN THE gDING WHEREAS, the Purchasing and Contract Administration Division issued an Invitation to Bid for Water Meter Fittings and Water Line Accessories, ITB #2018-19/12 (the "ITB"), with the City acting as the lead agency on behalf of the Southeast Florida Governmental Purchasing Group; and WHEREAS, the ITB was advertised in the legal notices section of the Sun -Sentinel on June 2, 2019, and the notice was also sent to seventy-two prospective Offerors via the e- Procurement Marketplace; and WHEREAS, twelve (12) vendors viewed the ITB documents; and WHEREAS, on February 4, 2019 at 2:00 p.m. EST, the Purchasing and Contract Administration Division (the "Division") closed and unsealed five (5) responses which were reviewed by the Purchasing and Contract Administration Division to ensure the responses met the ITB requirements; and WHEREAS, the bid submittals were reviewed by both the Division and Environmental Services Department, and the recommendations for award are made to each bidder with the greatest overall percentage discount on the catalog price for each individual product required in the Bid; and WHEREAS, the Division recommends that the City Commission approve awards of the ITB to the Awardees and authorize execution of contracts with the Awardees for the ITB. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DEERFIELD BEACH, FLORIDA, AS FOLLOWS: Section 1. The above referenced "Whereas" clauses are true and correct and made a part hereof'. Section 2. The City Commission hereby approves the award of ITB #2018-19/12 for Water Meter Fittings and Water Line Accessories to the Awardees. Resolution 2019A24 Section 3. The City Manager is hereby authorized to execute 3-year contracts with the Awardees consistent with the terms and conditions of the ITB and in amounts not to exceed the total applicable budget allocations for each applicable fiscal year, together with such non - substantial changes that are acceptable to the City Manager and approved as to form and legal sufficiency by the City Attorney. Section 4. The City Manager is authorized to do all things necessary to cant' out the aims of this Resolution. Section 5. This Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED THIS 5TH DAY OF MARCH, 2019. CITY OF DEERFIELD BEACH BILL GANZ, MAYOR ATTEST: 8 4HA LLYARD, CMC, CITY CLERK City of Deerfield Beach Water Meter Fittings and" Water Line Accessories, ITB .##2018-19/12 THIS CONTRACT is entered into by and. between -the CITY OF DEERFIELD BEACH (CITY), a municipal corporation and Ferguson Waterworks, (CONTRACTOR), as follows WITNESSETH: WHEREAS, pursuant to ITB1##2018-19/12 (the IT6),the CITY accepted competitive bids for Water Meter Fittings -and Water Line Accessories (the Products); and WHEREAS, the product is delineated in the ITB; and WHEREAS, this :Contract represents, a cooperative procurement for the Southeast Florida Governmental Purchasing Cooperative Group; and WHEREAS, this Contract; the. ITB and the CONTRACTOR's Submittal constitute the entire Contract. and describe.the product to be provided; and WHEREAS, after evaluationof price and other evaluation criteria specified in the ITB the CITY has determined -that CONTRACTOR has the necessary resources, experience and -ability to perform the contract at.a competitive price; and WHEREAS, the CITY hasawarded the contract to CONTRACTOR forthe Product on March 5, 2019, Resolution, No.20A/024 NOW: THEREFORE, .be it agreed by and between the parties as follows: ARTICLE I INTRODUCTION AND SCOPE OF PRODUCTS 1.1 The above referenced Whereas clauses are true and correct and made apart hereof. 1.2 This.Contract, the ITB; together with the. response to. the.'ITB 'of, CONTRACTOR, Exhibit "A" shall constitute the entire Contract,_ except to the extent specifically. modified on Attachment "A" Additional Terms, and Conditions. The parties agree that. the Detailed Specifications are a description of 'CONTRACTOR's obligations,, and: responsibilities, and is deemed to include preliininary.conside.rat ions and .prerequisites, and all labor,.,materials, equipment, and tasks which are such an inseparable part of the work described that, exclusion would render performance by CONTRACTOR,impractical, illogical, -or unconscionable. 13 Except as specifically modified,herein, CONTRACTOR -shall be bound by.the terms and conditions and prices as set -forth in the ITB and the CONTRACTOR'S Response tothe ITB. When the terms and conditions of this. Contractmay be read as consistent',with the ITB, then 'and in that respect, the terms of.both the ITB and this Contract shall be read as being consistent and shall be binding on'both: parties; Where terms and, conditions of this -.Contract contradict anything asset forth in the ITB or the response:.to the ITB, then the terms and conditions of this Contract shall be, binding and in full force and., effect to the extent of any inconsistency. 1.4 This is 'a. non-exclusive contract. The CITY may, in its,sole and absolute discretion,, utilize other parties toprovide. any ofthe products or services listed in the ITB, or any aspect of the Products if the CITY deems it to be in, the best interest of the CITY-,. 1.5 CONTRACTOR acknowledges and agrees thatthe'Contract Administrator has no authority -to make changes that, would modify. the Products to be provided under this -Contract. ARTICLE TERM AND TIME OF PERFORMANCE 2.1 The initial -contract term ;shall. be; three-(3) years beginning on 3/6/2019;and ending 315/2022. The City reserves..the right to -renew the Contract for three (3) additional one (1) year periods providing all terms, conditions, and scope of services remain-the:same; both parties -:agree to the. renewal, and such.renewal is.approved by the City. Manager asset, forth in the ITB. The City;Manager shall execute any renewal contract. 2.2 In the:event services.are.scheduledao end, because of the.expiration of the contract, the Contractor shall continue the service upon the request of the City Manager or designee. The extension period shall not extend for more than ninety (90).days beyond the -expiration date of the.existing contract. The CONTRACTOR shall.be compensated for the service at.the rate.in effect when this ;extension clause -is invoked:by the City. 2.3 Time shall be-deemed.to be of the essence in performing the duties, obligations and responsibilities required by this Contract. .ARTICLE 3 COMPENSATION 3.1 The CITY shall compensate the CONTRACTOR for services provided by the CONTRACTOR, CITY agrees to pay CONTRACTOR, in the manner specified in the ITB, the . amounts set forth in CONTRACTOR's-Response for work actually performed and:conipleted ,pursuant -to this Contract, which amount shall"be.accepted. by CONTRACTOR as full compensationfor all such work. It is acknowledged and agreed by'.CONTRACTOR 'that this amount is the maximum payable and constitutes a limitation upon CITY's obligation to compensate 'CONTRACTOR for LitS services related to this -Contract. This amount, however, does not•constitute alimitafion, of any sort, upon CONTRACTOR's obligation .to perform all items of work required by or which can be reasonably inferred from the Scope.of Services. No amount shall bed paid to: CONTRACTOR to reimburse its expenses. 3.2 The CONTRACTOR,and the CITY shall abide by the Local Government Prompt.Payment Act, FL SS:_ 2-18.70-218:80: 2 ARTICLE 4 TERMINATION OR SUSPENSION 4.1 This Contract may be.terminated for convenience by the CITY. Termination for convenience by the CITY shall be.effective.on:the termination, date stated in,written notice -provided by CITY, which termination date° shall be not less than thirty (30) days after the date of such written notice. This Contract may also"be terminatedby the City Manager upon such notice -as the City Manager -deems appropriate underahe circumstances,in the event the City Manager; determines that termination is necessary to protect the public health or safety. The parties .agree: that if CITY erroneously, improperly or. unjustifiably terminates.for cause; such. termination shall be deemed a termination for convenience, which 'shall be. effective thirty_ (30) days after such notice of termination for cause is provided. 4.2 This Contract may be terminated for cause for reasons including, out not limited to, CONTRACTOR's repeated (whether -negligent or intentional)" submission for payment of false or incorrect bills or invoices, failure.to-suitably perform the work; �or failure to continuously perform the work. in, a manner calculated to meet or accomplish the objectives as set forth in this Contract. 4.3 Notice of termination shall be.provided'in accordance with the '`NOTICES" section of this Contract except that_notice of termination.by the City Manager, which the City. Manager deems necessary to protect the.public health, safety, orwelfare may be, verbal" notice that shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Contract. 4.4 In the event this Contract is terminated for convenience, CONTRACTOR shall" be paid for any services properly performed underthe Contract through the termination date specified in the written notice of termination: CONTRACTOR acknowledges and agrees that it has received. good, valuable and sufficient consideration from CITY, the receipt and "adequacy of which are, hereby acknowledged by CONTRACTOR, for CITY's right to terminate this Contract for convenience. 4.5 In the -event this Contract.is terminated for any reason, any: amounts due CONTRACTOR shall be withheld by CITY until all documents are provided to CITY pursuant to,Section 6.1 of Article 6. 4.6 Should at any time "during the term of this contract, including -any optionaerms,, the CONTRACTOR is in violation of any of the terms and conditions of this contract, the City shall have the right to suspend the: CONTRACTOR" until the violation is resolved � to the satisfaction of the City. If the violation .is not promptly resolved or is of such serious ":nature that the City determines that suspension is not.adequate, the City reserves the right:to,terminate for cause. 4:6..1 In the event a CONTRACTOR. is',. terminated, the City, may assign the contract to another CONTRACTOR, or seek a. new CONTRACTOR, -until the contract is re -let, or until the end of the contract term then in -effect, at its sole option and shall reserve all legal remedies for damages and".other relief. ARTICLE 5 EEO AND ADA COMPLIANCE 5.1 CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, political affiliation or disability in'the performance of this Contract, the solicitation for 3 or purchase of goods: or services relating, to-. this Contract, or in subcontracting .work in the performance of this, Contract. CONTRACTOR shall ,include, the foregoing :or,similar;tanguage in its contracts, with, any.subcontractors or subconsultants, except that:any project assisted by the U.S. Department of Transportation funds -shall comply, with the- non=discrimination requirements in 49 C.F:R. Parts 23 -and 26, as amended. Failure to comply with the foregoing requirements is a material breaeh, of this Contract, ,which may result in the termination of this Contractor such other remedy;as°CITY deemsappropriate. 52 CONTRACTOR.shall; not unlawfully discriminate against any person ,in its.operations,and activities or in its 'use or expenditure of funds: in fulfilling•its obligations under this Contract. CONTRACTOR shall affirmativelycomply with.all applicable provisions ofthe; Americans.with Disabilities Act (ADA) in the course of .providing any services funded by •CITY; including Titles, I and II -.of the ADA (regarding, nondiscrimination -on the basis, of disability), and .ali applicable.:regulations, guidelines, and standards. In addition, CONTRACTOR -shall take affirmative. steps to ensure nondiscrimination in employment,against disabled persons. ARTICLE 6 MISCELLANEOUS 6:1 RIGHTS IN DOCUMENTS AND WORK Any -'arid all reports, photographs,.surveys, and.other data and documents provided.brcreated in connection with this Contract are and shall remain the property, of CITY; and, if a'..copyright is claimed, CONTRACTOR .grants to CITY a non-exclusive license to -,use the .copyrighted item(s) indefinitely,, to prepare Aerivative works, andto make and :distribute ,copies. to the public. In the event of termination Hof. this Contract, any reports, photographs, surveys; and other data and documents.prepared by CONTRACTOR; whether finished .or unfinished, shall become the property of CITY andshall;be•delivered by CONTRACTOR to the Contract Administrator within' -seven (7) days of terminationof this:Contractby either party, Any compensation due to°CONTRACTOR shall be withheld until all documents.are,received as provided herein. 6:2 AUDIT RIGHT AND RETENTION.OF RECORDS CITY shall have the right to audit the books; records, and accounts of CONTRACTOR and its subcontractors that'are related to this Project. CONTRACTOR and its subcontractors shall keep such:.books, records;.and accounts as.maybe. necessary in order to record complete: and correct entries related to :the Project. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in written form, or ina form capable- of conversion' into written form within, a reasonable time, and ,upon request to do so,. CONTRACTOR or its subcontractor, as applicable, -shall make -.same available at no. cost to CITY inwritten form. CONTRACTORand:,its subcontractors shall preserve and make available; at reasonable times for examination and audit, by CITY,,a11 financial records, supporting documents, statistical, records, and any other documents -pertinent to this: Contract forthe required retention period, of the; Florida Public Records;Act, .Chapter 119,. Florida,Statutes, as may be'.amended from time.to time, if applicable, or, if.the Florida Public Records Act is not'applicable, fora minimum period:of three (3), years after termination of this -Contract. If any audit has been initiated and auditfindings have not been resolved at the end'of the retention period or three-.(3) years, whichever, is longer, the books, i records, and accounts shall be .retained until 'resolution of the audit findings. If the Florida Public, Records Act is determined by CITY to be applicable to CONTRACTOR's and its subcontractors' records, CONTRACTOR and its subcontractors shall comply with all requirements thereof; 51 however, no -confidentiality or�;hon-disclosure requirement'of either federal or state law. shall be violated by CONTRACTOR or its.subcontractors. Any incomplete or incorrect entry in -such booksi. records,.and.accounts shall be a basis for CITY's disallowance and.recovery of any payment upon such -entry. CONTRACTOR shall, by -.written contract, require its subcontractors to agree to the requirements and obligations of this Section 6.2. IF THE CONTRACTOR._HAS QUESTIONS REGARDING'THE.APPLICATION OF CHAPTER-1 19, FLORIDA STATUTES, TO, THE CONTRACTOR'S DUTY TO PROVIDE :PUBLIC RECORDS RELATING TO THIS, CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT .(954-480-4215, WEB.CLERK(),DEERFIELD=BEACH.COM, CITY OF DEERFIELD BEACH, CITY .CLERK'S OFFICE, 150 NE 2ND AVENUE, DEERFIELD BEACH, FL 38441). 6.3 COMPLAINTS AND DISPUTES: All complaints concerning misconduct on the partof the Contractor or disputes between City staff and the Contractorare referred to the City Manager or his. designee, 'who: shall conduct investigations and inquiries, including discussions, with the Contractor and'involved staff... The determinations of the City Manager or designee shall be, binding upon the parties, ,and failure of the CONTRACTOR to -follow any such determination could be considered a material breach and subject the CONTRACTOR to termination for cause. The CONTRACTOR agrees'that.any complaints received by the City concerning misconduct on the part of the CONTRACTOR, such as excessive charges, poor business practices etc., will be referred toAhe Office. of.the City Manager for appropriate action. The CONTRACTOR agrees to make any complaints concerning the City of Deerfield Beach available to the Office of the City Manager for action as required. 6A THIRD PARTY BENEFICIARIES NeitherCONTRACTOR nor CITY intends to directly or substantially benefit a third party by this Contract. Therefore, the. parties. :agree that there are no third party beneficiaries to this Contract and that no -third party shall.be entitled to assert a right or claim either of them based upon this Contract. 65 NOTICES Whenever either party desires to give notice to the other-, such notice must be in writing, sent by certified. United States Mail, postage prepaid, return receipt requested, or sent by -commercial express.carrier with acknowledgement'of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended lat the place last specified. The place forgiving notice shall remain the same as set -forth herein until changed in.writing in the manner proviided'in this section. For the present, the parties designate the following: W FOR CITY: Burgess Hanson; City. Manager City of Deerfield Beach 150 NE 2nd Avenue Deerfield Beach, FL 33441 FOR CONTRACTOR: Ferguson Waterworks Attn: Drew-Petonick 1950 NW 18 Street Pompano=Beach, FL 33069 954-97378100 6.6 MATERIALITY AND WAIVER.OF'BREACH CITY and- CONTRACTOR agree that each requirement, duty,, and obligation set forth herein was bargained for at arms -length and is agreed to by the .parties -in exchange for quid pro quo, that each is substantial and important -to: the:formation, of this Contract and that each is, therefore, a material term 'hereof. CITY's failure to :enforce any provision of this Contract_shall not be -deemed a waiver of such provision or modification of this Contract.. A. waiver of any breach of a provision of this Contract shall not be deemed a waiver.of any :subsequent breach and shall not be construed to be a modification of the terms of this Contract. 6.7 SEVERANCE In the event a, portion of this. Contract is -found by a court of competent jurisdiction to. be invalid, the remaining provisions shall continue to be effective unless CITY or CONTRACTOR elects, to terminate this' Contract. An .electiori to terminate: this Contract based upon this provision shall be made within-seven(7) days after the finding by; the court becomes final. 6.8 JOINT PREPARATION Each party and 1ts :counsel have, participated fully in the review and revision of this Contract and acknowledge that.the preparation of this Contract has been their joint effort.. The language agreed to expresses their mutual intent -and the resulting document-shall not, solely as a matter of judicial construction,: be, construed more severely against one of the'parties than the other. The language in this Contract shall be interpreted as to its fair meaning -and not strictly for or against any party. 6.9 WAIVER OF JURY TRIAL By entering into this contract; CONTRACTOR, and CITY hereby expressly waive any:rights either party may have to a trial by jury, of: any civil litigation related to this contract. 6.10 AMENDMENTS i No .modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same ornsimilar formality as this i Contract and executed by the Board and CONTRACTOR or others delegated authority to or otherwise>authorized to execute same on their behalf. 6.11 PRIOR CONTRACTS This document represents the final and complete understanding of the parties' and incorporates or E. supersedes all prior negotiations, correspondence, conversations, Contracts, and understandings applicable to the matters contained herein. The parties agree that there is no commitment, Contract, or understanding concerning the subject matter of this Contract that is not contained in this written document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representation or Contract, whether oral or written. 6.12 REPRESENTATION OF AUTHORITY Each individual executing this Contract on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Contract, duly authorized by all necessary and appropriate action to execute this Contract on behalf of such party and does so with full legal authority. 6.13 MULTIPLE ORIGINALS Multiple copies of this Contract may be executed by all parties. each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF the parties have caused these presents to be executed. CITY OF DEERFIELD BEACH By'fil 44��acn SURGE` HANSON, CITY MANAGER Date: 3%2 G � ATTEST: 0� NT A GIL YARD. CIVIC, CITY CLERK AP= (,,a _ANDREW S. MAYRODIJ, CITY ATTOR EY CONTRACTOR MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NONCORPORATION FORMAT. AS APPLICABLE. [if incorporated sign below.] ATTEST: (Secretary) [If not incorporated sign below.] WITNESSES: CONTRACTOR (L GKw' )�txw ���► (Name of Corporation) By Z ature) our (Type Name/Title Signed Above) �� day of �� , 20_ft. CONTRACTOR (Name) By (Signature) (Type Name Signed Above) day of .20 CITY REQUIRES TWO (2) FULLY -EXECUTED CONTRACTS, FOR DISTRIBUTION 1.1 City of Deerfield Beach Water Meter Fittings and Water Line Accessories ITB #2018-19/12 Product Groups Ferguson Enterprises Group #1 — Adapters Ford 49.8% Brooks Oldcastle 25% Group #2 - Meter Boxes Carson 18% CDR 52% Ford 40% Group #3 — Clamps Romac 62% Smith Blair 60% Krausz 41% Group #4 - Connectors, Hose Group #5 - Corporation Stops Ford 49.8% Ford 49.8% BMI 69% Trenton Pipe 69% Tyler Union 15% Group #6 -Couplings Sigma 60% Merit Brass 69% Brooks Oldcastle 25% Tyler Union 60% Star Pipe 60% Krausz 41% Group #7 - Curb Stops Ford 49.8% BMI 69% Tyler Union PL2019D 15% Group #8 - Elbows Tyler Union PL2019ND & P401 60% Sigma 60% Star Pipe 60% Group #9 - Flanges Buy Wholesale List + 20% Group #10 - Hose Bibs Group #11 -Idler Pipes Group #12 - Insert Stiffeners Ford 49.8% City of Deerfield Beach Water Meter Fittings and Water Line Accessories ITB #2018-19/12 Group #13 - Meter Stops Ford 49.8% BMI 96.2% Group #14 - Nipples, Brass Trenton Pipe 95% Merit Brass 96.2% Group #15 - Pieces, Branch Ford 49.8% BMI 69% Group #16 - Plugs, Standard Brass Trenton Pipe 69% Merit Brass 69% Group #17 - Poly -Adapters x Compression Brass Ford 49.8% BMI 69% Group #18 - Reducer Bushings Trenton Pipe 69% Merit Brass 69% Group #19 - Meter Resetters Ford 49.8% Ford 44% Group #20 - Service Saddles Romac 62% Smith Blair 60% BMI 69% Tyler Union 15% Sigma 60% Group #21 -Tees Trenton Pipe 69% Merit Brass 69% Tyler Union LP2019-ND & P40160%, Star Pipe 60% Group #22 - Tubing ENDOT List + 12% Group #23 - U-Branches Ford 49.8% Ford 49.8% GA Valves List +10% American Flow CheckValves 44% Group #24 - Valves American Flow Gate Valves 52% Kenny Valve 53% NIBCO 60% Ford 49.8% Group #25 - Washers Buy Wholesale List + 20% City of Deerfield Beach Water Meter Fittings and Water Line Accessories ITB #2018-19/12 Group #26 - Yokes Ford 49.8% Tyler Union LP2013 DR 15% Group #27 - Megalugs EBAA 59% Sigma 60% Group #28 -Grip Rings 4"-12" Tyler Union LP2018-2-NR 60% Star Pipe 60% Tyler Union LP2019 15% Sigma 60% Group #29 - Ductile Tyler Union LP2019-ND & P40160% Star Pipe 60% American Cast Iron List + 10% Group #30 Backflow Preventers and WatWat Watts 46% Pressure Valves Zurn Wilkins 46% FEBCO 40% Group #31 Lead Free Brass Caps BMI 69%Trenton Pipe 69% Value -Added Items Ford Tapping sleeves 38% Domestic UFR1400/1500 restriants 40% Import UFR1400/1500 restraints 40% Mueller meters 10% EBAA Megaflanges 59% Bell restraints 59% Kupferle 10% Fernco Inv Code 1 70% Inv Code 2 70% Inv Code 3 15% Inv Code 3L 60% Inv Code 4E 15% Zurn Wilkins Parts 38% Max Adaptors 15% City of Deerfield Beach Water Meter Fittings and Water Line Accessories ITB #2018-19/12 GA Valves Butterfly valves List + 10% Air release valves List + 10% Plug Valves List + 10% Romac Stainless Steel Service Saddles 58% Romac Entire Alpha and Macro Catalog Page 40% Merit Brass domestic fittings 82% Pollard Water Entire Catalog Excluding Metrotech and Mueller Products 2% Charlotte PVC Pipe List + 20% Sigma External Pipe Restraints 60% American Flow Control Fire Hydrants 42% Trenton Pipe Domestic Fittings 83% Carson EBAA lids 18% H-Tec Air release valves 10% Parts 10% Smith Blair Bell joint leak clamps 32% Series 245 redi clamps 59% 320 Service saddles 34% Spears SCH40 fittings thru 8" 65% SCH80 fittings thru 8" 65% SCH80 Nipples 48% American Valve 4000 Series 33% 3700 Series 33% CDR meter box lids 52% Kenny Valve PVC ball valves 60% PVC butterfly valves 60% PVC check valves 60% Replacement parts 60% City of Deerfield Beach Water Meter Fittings and Water Line Accessories ITB #2018-19/12 Bingham & Taylor Cast iron material 25% accessories 20% Diamon Pipe PVC pipe block 140 + 10% Krausz other items not listed 41 % NIBCO Glove valves 60% Angle Valves 60% Star Pipe external bell restraints 60% EXHIBIT B OFERGUSONO WATERWORKS December 3, 2019 Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 Attn: Matthew Hammond, PE Subj: Deerfield Annual Contract Dear Matthew, This letter is to serve as authorization for the Village of Tequesta.to `:piggyback" the Deerfield Beach , Annual contract (DBAC ITB`2018-19/12) pricing when requesting quotes and/or ordering materials. Should you have any questions or need assistance, please feel free to contact your sales associate, Drew Petonick, via cell at 561-7181037 or email at Drew.Petonick@ferguson.com or myself. Thank you for your patronage! Sincer. , FERGUS N AT WORKS Kim Hor Branch a er Kim.Horn@ferguson.com KAH/nk 1950 NW 18 Street, Pompano Beach, FL 33069 Ph (954)973-8100 Fax (954)917-3134